* Zarlink asks shareholders to wait for board review
* Microsemi offers to remain open till Sept. 22
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By Pav Jordan
TORONTO, Aug 17 (Reuters) - U.S. chipmaker Microsemi Corp MSCC.O is taking its $550 million takeover bid for Canada’s Zarlink Semiconductor hostile, nearly a month after the Ottawa-based company rejected a friendly proposal.
The C$3.35/share offer to shareholders is the first official approach by Irvine, California-based Microsemi since it first started courting Zarlink in January.
It comes three weeks after Zarlink, founded by some of Canada’s most storied technology entrepreneurs, adopted a takeover defense and started looking for other suitors. No rival bids have emerged so far.
“In the absence of a more attractive alternative, Microsemi is compelled to take its offer directly to shareholders,” said Microsemi Chief Executive Officer James Peterson.
“We are disappointed by Zarlink’s board of directors’ insistence on placing onerous restrictions on Microsemi that would have prevented us from presenting our attractive offers to Zarlink’s shareholders and debentureholders.”
Zarlink is the original semiconductor division of Mitel Networks (MITL.O), the Ottawa-based company founded by Michael Cowpland and Terry Matthews in 1973 and originally intended to sell cordless electric lawnmowers.
Mitel soon morphed into a manufacturer of office communications tools, and then branched out in the late 1970s into the semiconductor business, which was renamed Zarlink after the company split in 2001.
Matthews and Cowpland both left the company in the 1980s and went on to form Newbridge Networks and Corel respectively.
Zarlink shares jumped 8.46 percent C$3.59, suggesting shareholders may expect a higher bid to come from somewhere.
When Microsemi first proposed the takeover publicly in July Zarlink shares rose to a seven-year high. The stock has more than doubled from a year-low of C$1.55 a share last November.
In written proposals to Zarlink earlier this year, Microsemi said it could raise its bid as high as C$3.55 per share if allowed to do due diligence on the Canadian company’s books to confirm certain assumptions.
But Zarlink said on Wednesday that Microsemi had refused to participate in its review process “on reasonable terms that favor the best outcome for Zarlink and its stakeholders.”
It said the board would review Microsemi’s offer, but that it significantly undervalued the company and its future prospects.
The Microsemi bid includes an offer to debentureholders of C$1,367.35 per C$1,000 principal amount of the convertible debentures.
Telecom and cable companies use Zarlink’s main communications products, including line circuits and network timing and synchronization products, to deliver bundled voice, video, data and mobile services.
A smaller share of its sales are in medical, where it provides ultra low-power radios for implanted medical devices such as pacemakers.
Microsemi said its offer will remain open until Sept. 22. Its shares were up slightly at $16.99 on Nasdaq on Wednesday. (Additional reporting by Abhiram Nandakumar in Bangalore; editing by Janet Guttsman)